Watch the paint!
by IGNABAGON
Summary: Knockout and Breakdown watch a movie. Mindless fluff. Fluff without plot. EDIT: NOW A TWOSHOT; SMUT IN SECOND CHAPTER
1. Chapter 1

"Breakdown."

"Knockout."

…."Breakdown."

 _Sigh._ "Knockout."

Breakdown sat on the couch, (trying) reading his datapad. Knockout lay next to him, chest down, chin resting on the larger mechs thigh, and aft up in the air. His arms were sprawled forward over the nurse's lap, and Knockout. was. _bored._

He shifted his knees under himself because they were getting numb and huffed, "Breakdown."

"Knockout." Breakdown casually replied. This has been going on for a megacycle.

"Breakdown."

"Knockout," Was the automated, almost immediate, _too immediate_ , reply.

"...I'm bored."

"Sorry."

"Entertain me."

Breakdown paused and contemplated on the meaning behind the demand. _Entertain him. How?_ Breakdown squinted at the TV in front of the duo. They had managed to make the large computer work like a human television by hacking human networks, and frag, humans came up with some weird shows. Breakdown sighed again and put down his datapad. "How 'bout some TV?" He looked down at Knockout who scrunched his faceplates.

"I don't want to watch that weird fleshie slag."

"Oh come on." Breakdown leaned forward and grabbed the remote off of the table.

"Oy! You'll crush my helm leaning forward like that!" Knockout babbled and scooted away from breakdown and his lap.

Breakdown only laughed, "Come here. How about some Netflix?" He reached over to the ruffled doctor and grabbed his arm, pulling him towards the larger mech.

"Watch the paint!"

"Don't worry, I'll be careful." Breakdown cooed at the Aston Martin. He then wrapped his arm around Knockout and pulled him.. on his lap.

Knockout's faceplates tinted red and he suddenly became quiet. Breakdown couldn't see Knockout's flustered expression since he was facing away from the mech and facing the TV, which he was suddenly grateful for when it clicked on and bold red letters that spelled out 'NETFLIX' displayed in front of them to immediately distract Breakdown. Knockout was _very_ aware that he was sitting, legs apart, aft over his nurse's panel, with his small hands splayed out and gripping Breakdowns thighs, the very same area his head had been only moments ago.

Breakdown had removed his arm from around the doctor when he was certain he wouldn't fall off, and was now scrolling through the movie options, having no problem seeing over Knockout's helm. Knockout knew that Breakdown was listing off movies that they could watch, but he was too busy trying to override his fans from turning on to pay attention to anything that came out of his vocalizer.

Breakdown finally settled on a movie, seeing as Knockout felt like responding to his inquiries was not necessary. He set the remote down beside them and pulled the doctor back against his chest, and leaned back into the couch.

Knockout couldn't help but notice Breakdown absentmindedly rubbing his thumb in circles over his bicep after he had placed his servo there to pull him back. Knockout let out a long vent and tried to settle down. He didn't even know what they were watching because he hadn't been paying attention.

"Comfortable?" Breakdown's chest rumbled against Knockout's back as he spoke.

"Y-yeah." Knockout mentally slapped himself for stuttering. Breakdown chuckled behind him, sending even more vibrations over.

This was going to be a long night.

=0=

The room was dark and the TV had been turned off. Knockout opened his optics. Why was he on the couch? He.. didn't even have a couch in his quarters. He soon remembered exactly _where_ he was, when a quiet snore captured his attention.

 _Coming from under him._

Oh dear.  
He bolted upright, having been laying on his stomach, and realized he was sitting on Breakdown's panel.. _again!_ Breakdown's optics cracked open, visibly half awake seeing as they were very dim. Knockout activated his night vision and blanched when he realized Breakdown was _smirking_ at him. Breakdowns optics brightened as he awoke more.

"Mornin.. er," He checked his chronometer, "Yeah. Mornin'. S'Early, but it's mornin'." Breakdown yawned.

Knockout blushed. "Good morning," He said quietly. He yelped when Breakdown suddenly yanked him down, but it was cut off when Breakdown kissed him.

Breakdown pulled back far enough to speak, "You're cute when you blush."

"W-wha- You have your night vision on!" Knockout accused the larger mech.

"Heh- I'm sure you do too." Knockout went quiet after that, and Breakdown leaned forward to kiss him once more. Knockout stilled, then slowly kissed back, earning a pleased grunt from the larger mech.

 **A/N: Well folks, that's all. :3**


	2. Chapter 2

Knockout felt his interface panel heat up when the kiss lasted longer than he expected. Breakdown pulled away and smiled tiredly.

Knockout awkwardly smiled back then gaped when Breakdown immediately fell right back asleep.

 _The frag? How can he just kiss him like that and leave him hanging?_

The doctor pouted for the next mega-cycle before settling back down on his nurse's chassis.

=0=

Breakdown woke up to a pleasant weight on his chest. He didn't remember falling asleep on his couch, but waking up with Knockout resting on his chassis was definitely nice. He realized something was a little off about him. He seemed.. Warmer than usual? Did he have a fever?

The nurse raised a heavy arm and gently nudged his guest awake.

=0=

Knockout awoke to a large servo on his shoulder plating. His thoughts were immediately occupied by last night. Slag, he'd had the hottest dream and he was embarrassingly turned on because of it. His frame felt warm.

"Buddy?" Breakdown whispered.

"Hn?" The doctor looked up at his assistant, and at the sight of his face a wave of arousal crashed through him again.

"Oh-! I um- I need to-" Knockout began to pull off of Breakdown immediately, but was tugged back down.

"Don't worry, you aren't bothering me."

 _What?_

"Listen.. About last night-" Knockout began.

"Yeah, sorry about that. I meant to wake ya up when you fell asleep, but I accidentally fell asleep myself," Breakdown chucked. And there was that hypnotizing rumble in his chest again. Wait. What?

"What do you mean?" Knockout asked, "I'm talking about after that. When you- wait- you don't remember?!" Knockout screeched at Breakdown's confused expression.

"I- um- what?" The larger mech questioned.

"Nevermind then." Knockout started to pull away again, but was stopped, again.

"No, what? What did I do?" Breakdown needed to know, it must have been something important, for Knockout to be reacting like this.

"You um-" Breakdown blinked when his friend's fans clicked on to its lowest setting.

"You kissed me," Knockout finished.

There was a full klick of silence.

"Oh."

"Oh? _Oh?!_ That's all you have to say?" The doctor screeched again.

"I'm sorry-" Breakdown started, but Knockout cut him off.

"Sorry?! I just- I- I cannot believe you right now!" Knockout got up again, and resisted any attempts Breakdown made to pull him back.

"Watch the paint!" He shouted, livid, not actually caring about his paint at the very moment. He just didn't want to be touched. He began to storm towards the door. Breakdown shot up from the couch and grabbed his arm just before he reached the exit.

"Don't touch me." He yanked his arm away. Tears threatened to spill. Tears? Why would he even cry? He didn't care. Breakdown obviously didn't care enough to remember their kiss.

Breakdown, upon seeing the coolant building up in the others optics, felt his spark sink. He fragged up. He fragged up bad.

He gathered the reluctant bot's helm in his large servos and pressed his derma plating against Knockouts. He tried to pull back at first, but Breakdown, ever persistent, held him in place.

The doctor eventually melted into his companions grip.

Breakdown pulled back slightly and breathed a quiet, "I'm sorry."

A gross sob emanated from the smaller mech. The kiss last night had been ringing around Knockout's processor like a mantra, but Breakdown didn't even remember a single bit of it.

"Sh shsh sh," Breakdown whispered and kissed him again. Breakdown, in an attempt to remedy the situation, slowly pushed him back until the tires mounted on his back bumped into the door. He retracted slightly and began pampering knockout's helm and faceplates with more kisses, before returning to his original spot.

Knockouts lips parted slightly and Breakdown took that as an invitation for his glossa. Knockout gasped lightly as the nurse's glossa probed into his mouth, and quietly returned the gesture. His fans lightly clicked on again. Breakdown was steadily getting aroused as well, and welcomed the unexpected twist of mood.

Knockout placed his servos on his nurse's chassis and timidly explored what was there, and Breakdown rumbled in appreciation. He ex-vented at the feeling of Breakdown's rumble under his fingers and deepened the kiss. Knockout grew warm between his legs and gyrated his hips against Breakdown before he could really stop himself.

The nurse gasped in arousal and took the invitation to lift up the smaller mech and wiggle his way between his legs. He shoved the doctor against the door and ground his panel against Knockout's in an uncharacteristic display of force over his commanding officer, and Knockout nearly moaned, "P-paint," he reminded. Slag, he hardly cared at the time being but it was reflexive to remind him about it.

"S-sorry," Breakdown vented, hardly containing how turned on he was. His fans finally clicked on, at a higher setting than Knockouts, which had increased threefold since they'd first been activated.

"It's 'kay," He breathed. Knockout began to grow more confident as he grew more aroused, and pulled Breakdown in for another kiss, this time pulling in the larger mechs lower lip between his denta and playfully biting down on it. He felt better about last night, though Breakdown couldn't remember it, he was proving that it wasn't for the lack of caring.

Breakdown, heavily encouraged to continue, pulled Knockout away from the door and carried him into his berthroom.

He dropped his doctor roughly onto his bed and joined him, settling between his legs again. He explored Knockouts smaller frame with his large servos, groping at kibble and teasing seams. His thick fingers couldn't reach any sensitive wiring, but they were large enough to stimulate multiple nerve endings to make up for it. He massaged his waist with one servo and used the other to drag a blunt finger over his hot interface panel. Knockout could do nothing but lay there and enjoy his assistants ministrations, and let out a sharp gasp when his interface panel was stimulated. He lifted his hips upwards in an attempt for more friction.

The sight of Knockout laying on his berth, fans running, a needy look in his optics and silently begging to be touched was almost too much for Breakdown. He couldn't help but forcefully palm at his own interface panel. The large mech loomed above the doctor, ravaging his frame with his optics. Knockout whined at the sudden lack of physical attention, and snapped Breakdown back into the moment.

He wanted Knockout to be writhing in pleasure.

Set to achieve his goal, Breakdown scooted back a little and set his hands on Knockout's thighs, rubbing his thumbs in a circular motion, steadily making his way closer to the doctors heated panel. The mech under him let out a needy moan, and Breakdown removed his hands from his thighs, only to grasp him just under the knees and lift his legs upwards and apart.

He dipped his head down and dragged his glossa up Knockouts interface panel, and the grounder cried out.

"B-breakdown!" He lifted his hips against the mech's face.

Breakdown rumbled in arousal and moved his hands to firmly grip Knockout's thighs to keep him still. He mouthed at the plating, licked at the seams, and nibbled at the cables until Knockout could no longer keep his panel closed.

His spike pressurized against Breakdowns lips and caught him offguard, but he quickly recovered and wrapped his mouth around the head of it.

Knockout threw his head back and let out a broken moan. He gripped Breakdown's helm with a small clawed servo and pushed his head down further on his spike, and used the other servo to grip tightly at the sheets.

Breakdown welcomed the entirety of the doctors spike into his mouth, before he hollowed his cheeks and pulled back up. He encircled the tip with his glossa and his head was pushed down again, then he slowly dragged his way back to the tip, all things that drove Knockout insane. He was gasping and panting, arching his back and mumbling Breakdown's name constantly.

Breakdown had his doctor writhing in his berth in no time.

He pushed his head back down, taking in the whole thing again, and revved his engines, an action that made the small mech cry out. Breakdown dragged his head back up to the tip one last time, before pulling off with a 'pop'.

He gave his doctor a moment to recover, before crawling up the berth to catch Knockout's lips with his. They shared a heated kiss before Knockout breathed out, "Please I-," He gasped when Breakdown moved to nibble at his neck, "I need-" He paused and flushed at what he was asking from his friend. Slag it, he wasn't usually so timid in bed.

"Hmm?" Breakdown mumbled from his neck.

"Hhh, I need.." He grabbed his hand and shoved it between his legs.

"Oh. I gotcha."

He kissed Knockout again and gently began prodding at Knockout's valve. He rubbed his large thumb against his outer node, and the little mech gasped against his lips. He slowly inserted the first portion of his thick finger inside of him and paused, rubbing at the outer node with his thumb some more. At the doctor's breathy request for more, he wiggled in his finger all the way up to his knuckles

. The sounds Knockout were making was nothing to laugh at and Breakdown growled in arousal. He began pumping his finger in and out of him to elicit more sounds from the mech. His finger was thick enough to be a tight fit at first, but he gradually stretched out enough to where breakdown was certain he could fit another. His arousal got the best of him, and with a click, his large spike sprung out into view. How he managed to keep it in so long with Knockout under him like this, he couldn't tell. Admittedly, he'd wanted this for a while. And here he was, inserting a second finger into the doctor of his dream's tight wet valve.

Knockout whined as another finger penetrated him. He eyed his assistants spike- primus- it was huge.

"I want your spike," He breathed, and Breakdown shuttered his optics as a wave of arousal coursed straight to his equipment.

"Okay. Okay but I gotta stretch you out" He all but whispered, and Knockout nodded.

Doubling his efforts, Breakdown began to scissor his fingers inside his companion.

They continued like that for a while, adding a third digit in, until Knockout was properly stretched. He removed his fingers and, to change things up, rolled the doctor onto his stomach and lifted his hips up. Knockout gripped the sheets and bit his lip in anticipation. As a maneuver designed to entice, he spread his legs a little more and perked his aft up into the air at the large mech behind him.

Breakdown was entranced by the display and ran a hand up one of the thighs of the mech in front of him. He gripped his hips and pressed his spike up to the lips of Knockout's valve and slowly pushed in.

Knockout gasped as he was stretched out almost to the point of pain, and Breakdown chose there to stop for the moment. He leaned forward a bit and asked, "You ok hun?"

"Y-yeah. Just give me a klik."

Breakdown waited patiently for the doctor to give the go-ahead. He was only halfway in, though Knockout probably thought he was taking in more than he actually was.

"Keep going," The mech breathed. On cue, the nurse gently pressed forward, and Knockout didn't say another word until he was taking in the entirety of Breakdowns spike.

Goodness, he felt so full. He lightly moaned when the spike pulled out and pushed forward, gently rocking him back and forth with the movements. Every time the spike retreated he was left with an overly-empty feeling before he was filled back up again.

Breakdown let out a breathy sigh, "You're so tight."

He pumped in and out of him slowly.

"Faster," Knockout demanded, and the nurse complied happily.

He pulled back and thrust into Knockout, quickly setting a steady pace that left Knockout's helm reeling. Without breaking rhythm, Breakdown leaned over the doctor and wrapped an arm around his waist to hold him up higher, Knockouts knees no longer touching the berth. He rested his free hand in front of Knockouts helm to prop himself up, and began to pick up pace. Both of their fans were on maximum capacity, overworking to cool down their heated frames. Breakdown was panting heavily, letting out grunts and groans here and there.

"P-primus," Breakdown mumbled, and Knockout could only agree.

The large mech's spike filled the Knockout's valve entirely, pressing against every cluster of sensory nodes possible. Breakdown's pace faltered for only a moment when he readjusted his grip on the doctor. His angle changed ever so slightly, making his spike press directly up against Knockout's ceiling node with each thrust.

The mech saw stars.

It was only a matter of time before Knockouts moans grew more high pitched and frequent, not able to last very long, until he let out a long whine and overloaded around Breakdown's spike. He spurted lubricant into the sheets, and his valve convulsed and squelched as more lubricant leaked out and coated Breakdown's pelic plating. The sights and sounds paired up with the stimulation and the sheer novelty of _fragging Knockout_ drove Breakdown over the edge, thrusting his spike in and out of the doctor through his overload. He dragged out his overload, pumping his doctor full of his lubricant until it spilled out the side of his valve and dribbled down his thighs. He slowed down and gyrated his hips slowly, riding out the last waves and spilling his remaining lubricant into his companion. He gently set the panting doctor down onto the bed and pulled his spike out, a wet pop sounding at its removal. There no longer being a large obstruction blocking the way, juices spilled out of knockouts throbbing valve onto the bed beneath him.

Breakdown leaned over the exhausted doctor and kissed his forehelm.

"I love you."


End file.
